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IR - F. Ramada - Investimentos, SGPS,S.A. - 1st Half 2014

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# **DIRECTORS' REPORT**

# **1 st Semester 2014**

| INTRODUCTION<br>3                                                     |  |
|-----------------------------------------------------------------------|--|
| STOCK EXCHANGE EVOLUTION<br>5                                         |  |
| GROUP ACTIVITY7                                                       |  |
| FINANCIAL REVIEW<br>8                                                 |  |
| SECOND SEMESTER OUTLOOK11                                             |  |
| CORPORATE GOVERNANCE12                                                |  |
| LEGAL MATTERS13                                                       |  |
| STATEMENT UNDER ARTICLE 246, PARAGRAPH 1, C) OF THE SECURITIES CODE15 |  |
| DECLARATION OF RESPONSABILITY<br>15                                   |  |
| CLOSING REMARKS<br>16                                                 |  |
|                                                                       |  |

*To the shareholders,*

The Board of Directors of F. Ramada Investimentos, S.G.P.S., S.A. ("F. Ramada Investimentos") pursuant to the legal requirements hereby presents its Board of Director's Report for the first semester of 2014.

# <span id="page-2-0"></span>**INTRODUCTION**

F. Ramada Investimentos was incorporated on June 1, 2008, as a result of the demerger of the steel and storage systems business from Altri, S.G.P.S., S.A. ("Altri"). The incorporation of the Company resulted from a projected reorganization in order to separate two autonomous business units, corresponding to the activity of management of shareholdings, respectively, in the pulp and paper sector and in the steel and storage systems sector. Therefore, Altri remained with the management of the pulp and paper business unit and proceeded to the incorporation of a new company - F. Ramada Investimentos, S.G.P.S., S.A. ("F. Ramada Investimentos") – autonomous business unit corresponding to the activity of equity investments management in the steel sector and storage systems.

Currently, F. Ramada Investimentos is the parent company of a group of companies ("F. Ramada Group") that, together, develop their activity in the steel market, where stands the subsegment of steel for molds, the storage systems activity and the activity related with equity investments regarding stakes held of less than 50%. F. Ramada Investimentos also controls F. Ramada II, Imobiliária, S.A., focused on the management of real estate assets.

The steel activity, with a prominent position in the domestic market, is performed by two companies: F. Ramada Aços and Universal Afir. Storage systems activity is performed by four companies: F. Ramada Estruturas, largest manufacturer of storage systems in Portugal, and where all group production is concentrated, Storax Equipements with head office in France, Storax Racking with head office in the United Kingdom and Storax Benelux with head office in Belgium.

The activity of equity investments management includes the stake held in Base Holding, Consumo em Verde and Converde.

The ownership structure of F. Ramada Group, as of 30 June 2014, can be presented as follows:

## <span id="page-4-0"></span>**STOCK EXCHANGE EVOLUTION**

F. Ramada Investimentos' share price closed the first semester of 2014 at 2.98 Euro per share, which represents an increase of 115% when compared with the end of 2013.

During the first semester of 2014, F. Ramada Investimentos' shares were traded at a maximum price of 2.997 Euro per share and at a minimum price of 1.41 Euro per share. In total, 1,790,266 shares of F. Ramada Investimentos were traded in the first half of 2014.

#### **F. Ramada Investimentos' stock price evolution**

The main events that marked the stock price evolution of F. Ramada Investimentos' shares during the first semester of 2014 may be described as follows:

 According to the Group announcement made on 6 March 2014, the Group announced its 2013 financial performance, presenting a consolidated net profit of 6.2 million Euro. Consolidated EBITDA (earnings before interests, taxes, depreciation and amortization) amounted to 14.5 million Euro;

- In the announcement statement made on 24 April 2014, F. Ramada Investimentos informed the market about the resolutions of the Shareholders General Meeting held on that date, where it was approved, among other decisions, the proposal for dividends distribution, corresponding to 0.125 Euro per share;
- On May 7, 2014, the Company informed the market that dividends for the year 2013 would be paid from May 22 onwards;
- At the same date, the results of F. Ramada Group related with the first quarter of 2014 were announced to the market, amounting the net profit to 1.7 million Euro. Consolidated EBITDA reached 3.8 million Euro and consolidated total revenues amounted to 27.8 million Euro.

## <span id="page-6-0"></span>**GROUP ACTIVITY**

F. Ramada Group is composed by nine companies that, together, develop activity in the industrial and special steel markets, storage systems and management of real estate assets. In addition to these activities F.Ramada Investimentos has made investments in companies whose activities are complementary means of diagnosis and treatment and production of biological fungicide.

The special steel activity transform and sells steel and non-ferrous alloys mainly intended to the construction of machines and their components and to the production of tools (dies, sharps and moulds), having as principal destination markets that manufacture moulds for plastic, components for the automotive industry and capital goods.

This activity is enabled to provide to its customers a wide range of services, among which we should highlight the heat treatments, where the Company has a deep know-how, as well as modern technical and logistical resources. Thus, the Group supplies all the technical assistance required by its customers, in relation to whom it has followed a strategy of permanent quality improvement, both, concerning the services rendered and the products sold.

In the first half of 2014, the turnover of the steel activity kept the growth levels recorded in the homologous period of 2013.

For this growth contributed the increase in activity on the sector of steel molds manufacturers, one of the Portuguese sectors with largest exporting aptitude.

The activity on the machining sector has been growing and revealing the opportunity of the investments made in 2013. Sales in the components sectors to the automotive and general mechanics sectors had a recovery when compared to the same period of the previous year. The implementing of new products and services contributed to the growth of sales to these sectors of activity.

Steel price remained stable throughout the first half of 2014 with no predictions to change until the end of the year.

Steel activity operates, essentially, in the domestic market, which represented 97% of its sales in the first half of 2014.

A customer satisfaction enquiry was performed, and once more excellent results were achieved. A positive evaluation in almost 85% of the obtained answers, having improved when compared to the last performed enquiry.

The storing systems activity, with an experience of more than 50 years, has a deep knowledge in all areas of storing, from the simple metallic rack to the more complex automated warehouse.

The constant innovation, the development of new products and solutions, and the competence of the technical teams are the growing success of this business.

In the first half of 2014, storage systems activity had an increase in turnover compared to the same period in 2013. The external market remains the main growth driver of this activity, representing 86% of turnover.

This growth was supported by the exportation to more than 50 countries, the growth in new non-European markets and the strong investment in technological innovation.

The activity of management of real estate assets is developed by the company F. Ramada Imobiliária.

The annual income obtained from the rent of forest land represents more than 95% of total revenues of F. Ramada Imobiliária.

## <span id="page-7-0"></span>**FINANCIAL REVIEW**

Consolidated financial information of F. Ramada Investimentos was prepared in accordance with the International Financial Reporting Standards (IFRS), as adopted in European Union.

## Main indicators

|                                                              | 1S 2014 | 1S 2013 | Var. % |
|--------------------------------------------------------------|---------|---------|--------|
|                                                              |         |         |        |
| Sales and services rendered                                  | 59,083  | 50,064  | 18.0%  |
| Other income                                                 | 368     | 216     | 70.2%  |
| Total income                                                 | 59,451  | 50,281  | 18.2%  |
| Cost of sales                                                | 32,550  | 27,470  | 18.5%  |
| External supplies and services                               | 10,613  | 8,342   | 27.2%  |
| Payroll                                                      | 7,490   | 6,510   | 15.1%  |
| Other costs                                                  | 1,087   | 1,117   | -2.7%  |
| Total costs (a)                                              | 51,740  | 43,438  | 19.1%  |
| EBITDA (b)                                                   | 7,712   | 6,842   | 12.7%  |
| EBITDA margin                                                | 13.0%   | 13.6%   |        |
| Amortization and depreciation                                | 802     | 621     | 29.0%  |
| EBIT (c)                                                     | 6,910   | 6,221   | 11.1%  |
| EBIT margin                                                  | 11.6%   | 12.4%   |        |
| Financial results                                            | -1,878  | -1,971  | -4.7%  |
| Net profit before income tax                                 | 5,032   | 4,249   |        |
| Income tax                                                   | -1,585  | -1,275  |        |
| Net profit attributable to shareholders<br>of parent company | 3,447   | 2,975   | 15.9%  |

Amounts in thousands Euro

- (a) Operating costs excluding amortization, financial expenses and income tax
- (b) EBITDA= Earnings before interest income, tax, depreciation and amortization
- (c) EBIT = Earnings before interests and income tax

Total turnover of Ramada Group, during the first semester of 2014, amounted to 59,451 thousand Euro, representing an increase of 18.2% compared to the total turnover to the homologous period.

Total costs, excluding amortisations, financial expenses and taxes, amounted to 51,740 thousand Euro, representing an increase of 19.1% in relation to the first half of 2013.

#### **BOARD OF DIRECTORS' REPORT – 1 st SEMESTER 2014**

**RELATÓRIO DO CONSELHO DE ADMINIST**

In the first semester of 2014, EBITDA reached 7,712 thousand Euro, representing an increase of 12.7% when compared to the same period in 2013. EBITDA margin was 13.0%, showing a slight decrease when compared with 2013, with a value of 13.6%.

The operating profit (EBIT) in the first semester of 2014, amounted to 6,910 thousands of Euro, representing an increase of 11.1% when compared to the 6,221 thousand Euro in 2013.

Financial losses amounted to 1,878 thousand Euro, representing an improvement of 4.7% in relation to the prior year.

Net profit of Group F. Ramada, in the first semester of 2014, amounted to 3,447 thousand Euro, 15.9% higher than the net profit recorded in the same period in 2013.

In accordance with the origin of the turnover generated by F. Ramada Group, two business segments were defined: i) Industry, which aggregates special steels activity, the storage systems and equity investments managing activity and ii) Real Estate, focused on the management of Group real estate assets and forest, which are rented to third parties.

## **Industry**

|                              | 1S 2014       | 1S 2013       | Var. % |
|------------------------------|---------------|---------------|--------|
| Total income                 | 56,336        | 47,240        | 19.3%  |
| Total costs (a)              | 51,114        | 42,894        | 19.2%  |
| EBITDA ( b)<br>EBITDA margin | 5,222<br>9.3% | 4,346<br>9.2% | 20.1%  |
| EBIT (c)                     | 4,598         | 3,955         | 16.3%  |
| EBIT margin                  | 8.2%          | 8.4%          |        |
| Financial results            | (449)         | (327)         | 37.4%  |
| Net profit before income tax | 4,149         | 3,628         | 14.4%  |

(amounts in thousands Euro)

(a) Operating costs excluding amortization, financial expenses and income tax

(b) EBITDA= Earnings before interests, tax, depreciation and amortization

(c) EBIT = Earnings before interests and income tax

During the first semester of 2014 the total income for the industry segment amounted to 56,336 thousand Euro, representing an increase of 19.3% compared to total income for the same period in 2013.

Industry segment EBITDA in the first half of 2014 amounted to 5,222 thousand Euro, which represents an increase of 20.1% when compared with 4,346 thousand Euro achieved in the same period in 2013. Industry segment EBITDA margin went from 9.2% in 2013 to 9.3% in 2014.

Industry segment EBIT in first semester of 2014 was 4,598 thousand Euro, representing an increase of 16.3% compared to the 3,955 thousand Euro in 2013. EBIT margin went from 8.4% to 8.2% in 2014.

# **Real Estate**

|                              | 1S 2014 | 1S 2013 | Var. % |
|------------------------------|---------|---------|--------|
| Total income                 | 3,116   | 3,040   | 2.5%   |
| Total costs (a)              | 626     | 545     | 14.9%  |
| EBITDA ( b)                  | 2,490   | 2,496   | -0.2%  |
| EBIT (c)                     | 2,312   | 2,266   | 2.0%   |
| Financial results            | (1,430) | (1,645) | -13.1% |
| Net profit before income tax | 883     | 621     | 42.0%  |

(amounts in thousands Euro)

(a) Operating costs excluding amortization, financial expenses and income tax

(b) EBITDA= Earnings before interests, tax, depreciation and amortization

(c) EBIT = Earnings before interests and income tax

Total income for the Real Estate segment in the first half of 2014 was 3,116 thousand Euro, representing an increase of 2.5% compared with the same period of 2013.

The rents obtained from the long-term lease of forest land represent more than 95% of total income of the Real Estate segment.

Real Estate segment EBITDA in the first half of 2014 amounted to 2,490 thousand Euro, representing a slightly decrease (0.2%) in relation to the same period in 2013.

The operational results (EBIT) amounted to 2,312 thousand Euro, which represents a growth of 2.0% comparing to 2,266 thousands Euro reached in the first half of 2013.

The financial results of the Real Estate segment in the first half of 2014 were negative in 1,430 thousand Euro, which represents an improvement of 13.1% comparing to 1,645 Euro thousand Euro negative in the same period of 2013.

## **Investments and debt**

Ramada Group investments in the first half of 2014 amounted to 1,294 thousand Euro, which include 897 thousand Euro in equity investments.

The nominal net debt of the Ramada Group as of 30 June 2014, deducted of own shares in portfolio, amounting to 1,641 thousands Euro, reached 68,830 thousand Euro. As of 31 December 2013 it was 68,772 thousand Euro.

## <span id="page-10-0"></span>**SECOND SEMESTER OUTLOOK**

The activity of special steels is strongly related with the industries of automobile components and manufacture of moulds for plastics. Everything points out that the growth felt in the first semester of 2014 on the tools and mould sector will continue until the end of the year. In 2013 new products and services were launched/released accompanied by significant investments, some already concluded and other with predicted date of conclusion until the end of 2014.The conjugation of these factors allows us to anticipate a second semester with good activity overcoming the forecasts for the current year.

The activity of Storage Systems is linked to the development and modernization of logistics of the companies, and strongly focused in the external market. Sales growth in new markets outside Europe, technological innovation and the launch of new solutions leads us to predict an increase of business volume in 2014 when compared to the previous year.

## <span id="page-11-0"></span>**CORPORATE GOVERNANCE**

In accordance with the current legislation, the Company is not required to provide information regarding corporate governance, since this information is only compulsory together with the annual management report. The detailed annual report of corporate governance is included in the Financial Reporting of 2013 and it is available in our site (www.ramadainvestimentos.pt).

Regarding this subject, it is important to mention that the Shareholders General Meeting which took place on the 24th of April of 2014 appointed the corporate boards for the triennium of 2014/2016.

For the Board of Directors there were appointed for the triennium of 2014/2016:

- João Manuel Matos Borges de Oliveira President
  - Paulo Jorge dos Santos Fernandes Member
  - Pedro Macedo Pinto de Mendonça Member
  - Domingos José Vieira de Matos Member
  - Pedro Miguel Matos Borges de Oliveira Member
  - Ana Rebelo Carvalho Menéres de Mendonça Member

For the Statutory Audit Board the following members were appointed:

- Pedro Nuno Fernandes de Sá Pessanha da Costa President
- André Seabra Ferreira Pinto Member
- José Guilherme Barros Silva Member
- Luis Filipe Alves Baldaque de Marinho Fernandes Substitute

The Statutory Auditor appointed for the triennium of 2014/2016 was Deloitte & Associados, SROC S.A., represented by António Manuel Martins Amaral or Miguel Nuno Machado Canavarro Fontes.

# <span id="page-12-0"></span>**LEGAL MATTERS**

## **Own Shares**

Pursuant to the requirements of article 66 and of nr 2 of article 324 of the Commercial Companies' Code (Código das Sociedades Comerciais), F. Ramada Investimentos inform that as of 30 June 2014 it held 2,564,145 own shares that representing 9,999996% of the share capital.

#### **Shares held by the corporate boards of F. Ramada Investimentos**

Pursuant to the requirements of article 447 of the Commercial Companies' Code, F. Ramada Investimentos Directors inform that, as of 30 June 2014, they held the following shares:

| João Manuel Matos Borges de Oliveira (a)       | 4,895,721 |
|------------------------------------------------|-----------|
| Paulo Jorge dos Santos Fernandes (b)           | 3,837,582 |
| Domingos José Vieira de Matos                  | 2,550,131 |
| Pedro Macedo Pinto de Mendonça                 | 213,125   |
| Ana Rebelo de Carvalho Menéres de Mendonça (c) | 4,514,271 |
| Pedro Miguel Matos Borges de Oliveira          | 1,402,072 |

(a) – the 4,895,721 shares correspond to the total shares of F. Ramada - Investimentos, S.G.P.S., S.A. held by CADERNO AZUL – S.G.P.S., S.A., of which the Director João Manuel Matos Borges de Oliveira is shareholder and director. (b) – the 3,837,582 shares correspond to the total shares of F. Ramada - Investimentos, SGPS, S.A. held by ACTIUM CAPITAL – SGPS, S.A., of which the Director Paulo Jorge dos Santos Fernandes is dominant shareholder and director. (c) – the 4,514,721 shares correspond to the total shares of F. Ramada - Investimentos, SGPS, S.A. held by PROMENDO – SGPS, S.A., of which the Director Ana Rebelo de Carvalho Menéres de Mendonça is director and dominant shareholder.

As of 30 June 2014, the Statutory Auditor, the members of the Statutory Audit Board and the members of the Board of the General Shareholders' Meeting held no shares of F. Ramada Investimentos.

#### **Participation in the Company's share capital**

Pursuant to the requirements of articles 16 and 20 of the Securities Code (Código de Valores Mobiliários) and article 448 of the Commercial Companies Code, the Directors inform that, in accordance with the notifications received, the companies and/or individuals that hold qualified participations exceeding 2%, 5%, 10%, 20%, 33% and 50% of the voting rights, and accordingly with the notifications received in head office of F. Ramada Investimentos are as follows:

|                                      | Number of   | Direct % of the voting |
|--------------------------------------|-------------|------------------------|
| Exceeding 2% of the voting rights    | shares held | rights                 |
| Maria João Fernandes Vieira de Matos | 518,677     | 2.02%                  |

| Exceeding 5% of the voting rights     | Number of<br>shares held | Direct % of the voting<br>rights |
|---------------------------------------|--------------------------|----------------------------------|
| Domingos José Vieira de Matos         | 2,550,131                | 9.95%                            |
| Pedro Miguel Matos Borges de Oliveira | 1,402,072                | 5.47%                            |
|                                       |                          |                                  |
|                                       | Number of                | Direct % of the voting           |
| Exceeding 10% of the voting rights    | shares held              | rights                           |
| ACTIUM CAPITAL - S.G.P.S., S.A. (a)   | 3,837,582                | 14.97%                           |

#### **BOARD OF DIRECTORS' REPORT – 1 st SEMESTER 2014**

**RELATÓRIO DO CONSELHO DE ADMINIST**

(a) the 3.837.582 shares correspond to the total shares of F. Ramada - Investimentos, SGPS, S.A. held by ACTIUM CAPITAL – S.G.P.S., S.A., where the Director Paulo Jorge dos Santos Fernandes is director and dominant shareholder.

|                                    | Number of   | Direct % of the voting |
|------------------------------------|-------------|------------------------|
| Exceeding 15% of the voting rights | shares held | rights                 |
| CADERNO AZUL - S.G.P.S., S.A. (a)  | 4.895.721   | 19,09%                 |
| PROMENDO - S.G.P.S., S.A. (b)      | 4,514,271   | 17.61%                 |

(a) the 4.895.721 shares correspond to the total amount of F. Ramada Investimentos shares that are held by CADERNO AZUL – S.G.P.S., S.A, in which the Director João Manuel Matos Borges de Oliveira is director and shareholder. (b) the 4,514,271 shares of F. Ramada - Investimentos, SGPS, S.A. held by PROMENDO – SGPS, S.A., in which the Director Ana Rebelo de Carvalho Menéres de Mendonça is director and dominant shareholder.

F. Ramada Investimentos was not informed of any participation exceeding 20% of the voting rights.

# <span id="page-14-0"></span>**STATEMENT UNDER ARTICLE 246, PARAGRAPH 1, C) OF THE SECURITIES CODE**

The signatories individually declare that, to their knowledge, the Condensed Financial Statements were prepared in accordance with the International Financial Reporting Standards ("IFRS") as adopted by the European Union, for the purpose of interim reporting, and the other accounting documents required by law or regulation, give a truthful and appropriate image, in all material respects, of the assets and liabilities, financial position and the consolidated results of F. Ramada Investimentos, S.G.P.S., S.A. and of the companies included in the consolidation perimeter, and that the accurately Interim Director's Report explains the activity evolution, performance and financial position of F. Ramada Investimentos, SGPS, SA and the companies included in the consolidation perimeter, and contains a description of the major risks and uncertainties that they face.

## <span id="page-14-1"></span>**DECLARATION OF RESPONSABILITY**

The members of the Board of Directors of F. Ramada Investimentos, S.G.P.S., S.A. declare that they assume responsibility for this information and assure that the items included herein are true and that, to the best of their knowledge, there are no omissions.

Under paragraph 3 of article 8 of the Securities Code, the members of the Board of Directors of F. Ramada Investimentos, SGPS, S.A. declare that the accounts that are part of this interim report have not been subject to a Limited Review.

As required by article 21 of Decree-Law 411/91, of 17 October, the Board of Directors informs that there are no overdue debts to the State, namely with respect to Social Security.

# <span id="page-15-0"></span>**CLOSING REMARKS**

We don't want to conclude without thanking our suppliers, financial institutions and other partners of the group for their trust in our organization. We would also like to thank the External Auditor for the advice and assistance provided and the Statutory Audit Board for the continued monitoring of our operations.

Porto, 30 July 2014

**Board of directors**

João Manuel Matos Borges de Oliveira

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Paulo Jorge dos Santos Fernandes

Domingos José Vieira de Matos

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Pedro Miguel Matos Borges de Oliveira

Pedro Macedo Pinto de Mendonça

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Ana Rebelo de Carvalho Menéres de Mendonça

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

## **Article 447 of the Portuguese Companies Act and Article 14, paragraph 7 of Portuguese Securities Regulator (CMVM) Regulation nr. 05/2008**

Disclosure of shares and other securities held by members of the Board of Directors and by those discharging managerial responsibilities, as well as by people closely connected with them (article 248 B of the Securities Code), and disclosure of the respective transactions during the semester.

|                                                                                   | Number of shares                        |         |   |        | Number of shares  |
|-----------------------------------------------------------------------------------|-----------------------------------------|---------|---|--------|-------------------|
| Member of the Board of Directors                                                  | as of 31-Dec-2013 Aquisitions Disposals |         |   | Others | as of 30-Jun-2014 |
| João Manuel Matos Borges de Oliveira (allocation via CADERNO AZUL - SGPS, S.A.)   | 4,895,721                               | -       | - | -      | 4,895,721         |
| Paulo Jorge dos Santos Fernandes (allocation via ACTIUM CAPITAL - SGPS, S.A.)     | 3,427,924                               | 409,658 | - | -      | 3,837,582         |
| Domingos José Vieira de Matos                                                     | 2,495,181                               | 12,950  | - | 42,000 | 2,550,131         |
| Pedro Miguel Matos Borges de Oliveira                                             | 1,402,072                               | -       | - | -      | 1,402,072         |
| Ana Rebelo de Carvalho Menéres de Mendonça (allocation via PROMENDO - SGPS, S.A.) | 3,946,648                               | 567,623 | - |        | 4,514,271         |
| Pedro Macedo Pinto de Mendonça                                                    | 213,125                                 | -       | - | -      | 213,125           |

#### **João Manuel Matos Borges de Oliveira (allocation via CADERNO AZUL - SGPS, S.A.)**

| Date        | Nature | Volume | Price (€) | Location | Number of shares |
|-------------|--------|--------|-----------|----------|------------------|
| 31-Dec-2013 | -      | -      | -         | -        | 4,895,721        |
| 30-Jun-2014 | -      | -      | -         | -        | 4,895,721        |

#### **Paulo Jorge dos Santos Fernandes (allocation via ACTIUM CAPITAL - SGPS, S.A.)**

| Date        | Nature   | Volume | Price (€) | Location             | Number of shares |
|-------------|----------|--------|-----------|----------------------|------------------|
| 31-Dec-2013 | -        | -      | -         | -                    | 3,427,924        |
| 11-Mar-2014 | Purchase | 45,598 | 2.100000  | NYSE Euronext Lisbon | 3,473,522        |
| 11-Mar-2014 | Purchase | 6,045  | 2.120000  | NYSE Euronext Lisbon | 3,479,567        |
| 11-Mar-2014 | Purchase | 2,000  | 2.120000  | NYSE Euronext Lisbon | 3,481,567        |
| 11-Mar-2014 | Purchase | 2,000  | 2.130000  | NYSE Euronext Lisbon | 3,483,567        |
| 12-Mar-2014 | Purchase | 1,041  | 2.149000  | NYSE Euronext Lisbon | 3,484,608        |
| 12-Mar-2014 | Purchase | 5,500  | 2.150000  | NYSE Euronext Lisbon | 3,490,108        |
| 12-Mar-2014 | Purchase | 1,000  | 2.143000  | NYSE Euronext Lisbon | 3,491,108        |
| 12-Mar-2014 | Purchase | 3,500  | 2.143000  | NYSE Euronext Lisbon | 3,494,608        |
| 12-Mar-2014 | Purchase | 3,000  | 2.140000  | NYSE Euronext Lisbon | 3,497,608        |
| 12-Mar-2014 | Purchase | 1,500  | 2.140000  | NYSE Euronext Lisbon | 3,499,108        |
| 12-Mar-2014 | Purchase | 2,000  | 2.177000  | NYSE Euronext Lisbon | 3,501,108        |
| 12-Mar-2014 | Purchase | 3,561  | 2.180000  | NYSE Euronext Lisbon | 3,504,669        |
| 12-Mar-2014 | Purchase | 250    | 2.170000  | NYSE Euronext Lisbon | 3,504,919        |
| 12-Mar-2014 | Purchase | 2,000  | 2.170000  | NYSE Euronext Lisbon | 3,506,919        |
| 12-Mar-2014 | Purchase | 2,250  | 2.180000  | NYSE Euronext Lisbon | 3,509,169        |
| 13-Mar-2014 | Purchase | 25     | 2.140000  | NYSE Euronext Lisbon | 3,509,194        |
| 13-Mar-2014 | Purchase | 2,000  | 2.170000  | NYSE Euronext Lisbon | 3,511,194        |
| 13-Mar-2014 | Purchase | 3,000  | 2.195000  | NYSE Euronext Lisbon | 3,514,194        |
| 13-Mar-2014 | Purchase | 1,000  | 2.180000  | NYSE Euronext Lisbon | 3,515,194        |
| 13-Mar-2014 | Purchase | 1,595  | 2.180000  | NYSE Euronext Lisbon | 3,516,789        |
| 13-Mar-2014 | Purchase | 490    | 2.199000  | NYSE Euronext Lisbon | 3,517,279        |
| 13-Mar-2014 | Purchase | 639    | 2.199000  | NYSE Euronext Lisbon | 3,517,918        |
| 13-Mar-2014 | Purchase | 50     | 2.200000  | NYSE Euronext Lisbon | 3,517,968        |

| Date        | Nature   | Volume       | Price (€) | Location             | Number of shares |
|-------------|----------|--------------|-----------|----------------------|------------------|
| 13-Mar-2014 | Purchase | 900          | 2.200000  | NYSE Euronext Lisbon | 3,518,868        |
| 13-Mar-2014 | Purchase | 1,850        | 2.210000  | NYSE Euronext Lisbon | 3,520,718        |
| 13-Mar-2014 | Purchase | 2,000        | 2.210000  | NYSE Euronext Lisbon | 3,522,718        |
| 13-Mar-2014 | Purchase | 1,000        | 2.201000  | NYSE Euronext Lisbon | 3,523,718        |
| 13-Mar-2014 | Purchase | 2,150        | 2.201000  | NYSE Euronext Lisbon | 3,525,868        |
| 13-Mar-2014 | Purchase | 850          | 2.201000  | NYSE Euronext Lisbon | 3,526,718        |
| 13-Mar-2014 | Purchase | 3,150        | 2.201000  | NYSE Euronext Lisbon | 3,529,868        |
| 13-Mar-2014 | Purchase | 3,000        | 2.201000  | NYSE Euronext Lisbon | 3,532,868        |
| 13-Mar-2014 | Purchase | 1,000        | 2.201000  | NYSE Euronext Lisbon | 3,533,868        |
| 13-Mar-2014 | Purchase | 14,200       | 2.200000  | NYSE Euronext Lisbon | 3,548,068        |
| 13-Mar-2014 | Purchase | 305          | 2.210000  | NYSE Euronext Lisbon | 3,548,373        |
| 13-Mar-2014 | Purchase | 80           | 2.220000  | NYSE Euronext Lisbon | 3,548,453        |
| 13-Mar-2014 | Purchase | 716          | 2.220000  | NYSE Euronext Lisbon | 3,549,169        |
| 14-Mar-2014 | Purchase | 1,450        | 2.191000  | NYSE Euronext Lisbon | 3,550,619        |
| 14-Mar-2014 | Purchase | 5,050        | 2.191000  | NYSE Euronext Lisbon | 3,555,669        |
| 14-Mar-2014 | Purchase | 19           | 2.221000  | NYSE Euronext Lisbon | 3,555,688        |
| 14-Mar-2014 | Purchase | 33           | 2.221000  | NYSE Euronext Lisbon | 3,555,721        |
| 14-Mar-2014 | Purchase | 257          | 2.240000  | NYSE Euronext Lisbon | 3,555,978        |
| 14-Mar-2014 | Purchase | 2,232        | 2.240000  | NYSE Euronext Lisbon | 3,558,210        |
| 14-Mar-2014 | Purchase | 265          | 2.248000  | NYSE Euronext Lisbon | 3,558,475        |
| 14-Mar-2014 | Purchase | 1,404        | 2.249000  | NYSE Euronext Lisbon | 3,559,879        |
| 14-Mar-2014 | Purchase | 1,250        | 2.250000  | NYSE Euronext Lisbon | 3,561,129        |
| 14-Mar-2014 | Purchase | 5,000        | 2.250000  | NYSE Euronext Lisbon | 3,566,129        |
| 14-Mar-2014 | Purchase | 2,000        | 2.250000  | NYSE Euronext Lisbon | 3,568,129        |
| 14-Mar-2014 | Purchase | 63           | 2.221000  | NYSE Euronext Lisbon | 3,568,192        |
| 14-Mar-2014 | Purchase | 750          | 2.250000  | NYSE Euronext Lisbon | 3,568,942        |
| 14-Mar-2014 | Purchase | 1,750        | 2.260000  | NYSE Euronext Lisbon | 3,570,692        |
| 14-Mar-2014 | Purchase | 250          | 2.260000  | NYSE Euronext Lisbon | 3,570,942        |
| 14-Mar-2014 | Purchase | 1,750        | 2.260000  | NYSE Euronext Lisbon | 3,572,692        |
| 14-Mar-2014 | Purchase | 2,000        | 2.260000  | NYSE Euronext Lisbon | 3,574,692        |
|             | Purchase |              | 2.480000  | NYSE Euronext Lisbon |                  |
| 08-Apr-2014 | Purchase | 7,267<br>600 | 2.480000  | NYSE Euronext Lisbon | 3,581,959        |
| 08-Apr-2014 | Purchase |              | 2.490000  | NYSE Euronext Lisbon | 3,582,559        |
| 08-Apr-2014 |          | 1,000        |           | NYSE Euronext Lisbon | 3,583,559        |
| 08-Apr-2014 | Purchase | 2,000        | 2.490000  |                      | 3,585,559        |
| 08-Apr-2014 | Purchase | 1,862        | 2.500000  | NYSE Euronext Lisbon | 3,587,421        |
| 08-Apr-2014 | Purchase | 679          | 2.500000  | NYSE Euronext Lisbon | 3,588,100        |
| 08-Apr-2014 | Purchase | 175          | 2.499000  | NYSE Euronext Lisbon | 3,588,275        |
| 08-Apr-2014 | Purchase | 625          | 2.499000  | NYSE Euronext Lisbon | 3,588,900        |
| 08-Apr-2014 | Purchase | 1,999        | 2.500000  | NYSE Euronext Lisbon | 3,590,899        |
| 08-Apr-2014 | Purchase | 500          | 2.500000  | NYSE Euronext Lisbon | 3,591,399        |
| 11-Apr-2014 | Purchase | 1,100        | 2.520000  | NYSE Euronext Lisbon | 3,592,499        |
| 11-Apr-2014 | Purchase | 500          | 2.525000  | NYSE Euronext Lisbon | 3,592,999        |
| 11-Apr-2014 | Purchase | 2,000        | 2.540000  | NYSE Euronext Lisbon | 3,594,999        |
| 11-Apr-2014 | Purchase | 2,400        | 2.560000  | NYSE Euronext Lisbon | 3,597,399        |
| 11-Apr-2014 | Purchase | 2,000        | 2.540000  | NYSE Euronext Lisbon | 3,599,399        |
| 11-Apr-2014 | Purchase | 1,000        | 2.560000  | NYSE Euronext Lisbon | 3,600,399        |
| 11-Apr-2014 | Purchase | 1,000        | 2.543000  | NYSE Euronext Lisbon | 3,601,399        |
| 11-Apr-2014 | Purchase | 580          | 2.543000  | NYSE Euronext Lisbon | 3,601,979        |
| 11-Apr-2014 | Purchase | 2,000        | 2.570000  | NYSE Euronext Lisbon | 3,603,979        |
| 11-Apr-2014 | Purchase | 4,779        | 2.630000  | NYSE Euronext Lisbon | 3,608,758        |
| 11-Apr-2014 | Purchase | 2,000        | 2.630000  | NYSE Euronext Lisbon | 3,610,758        |
| 11-Apr-2014 | Purchase | 2,000        | 2.630000  | NYSE Euronext Lisbon | 3,612,758        |

**Paulo Jorge dos Santos Fernandes (allocation via ACTIUM CAPITAL - SGPS, S.A.)**

# **APPENDIX**

## **Paulo Jorge dos Santos Fernandes (allocation via ACTIUM CAPITAL - SGPS, S.A.)**

**RELATÓRIO DO CONSELHO DE ADMINIST**

| Date                       | Nature               | Volume       |                      | Location                                     | Number of shares       |
|----------------------------|----------------------|--------------|----------------------|----------------------------------------------|------------------------|
|                            |                      |              | Price (€)            |                                              |                        |
| 30-May-2014                | Purchase<br>Purchase | 6<br>500     | 2.160000<br>2.280000 | NYSE Euronext Lisbon<br>NYSE Euronext Lisbon | 3,612,764              |
| 30-May-2014                | Purchase             |              | 2.290000             | NYSE Euronext Lisbon                         | 3,613,264              |
| 30-May-2014                | Purchase             | 1,138<br>600 | 2.300000             | NYSE Euronext Lisbon                         | 3,614,402              |
| 30-May-2014                | Purchase             | 150          | 2.300000             | NYSE Euronext Lisbon                         | 3,615,002              |
| 30-May-2014                | Purchase             |              | 2.300000             | NYSE Euronext Lisbon                         | 3,615,152              |
| 30-May-2014<br>02-Jun-2014 | Purchase             | 5,000        | 2.310000             | NYSE Euronext Lisbon                         | 3,620,152              |
| 02-Jun-2014                | Purchase             | 2,000<br>50  | 2.281000             | NYSE Euronext Lisbon                         | 3,622,152<br>3,622,202 |
| 02-Jun-2014                | Purchase             | 637          | 2.301000             | NYSE Euronext Lisbon                         | 3,622,839              |
| 02-Jun-2014                | Purchase             |              | 2.330000             | NYSE Euronext Lisbon                         |                        |
| 02-Jun-2014                | Purchase             | 2,000        | 2.321000             | NYSE Euronext Lisbon                         | 3,624,839              |
| 02-Jun-2014                | Purchase             | 2,000        | 2.321000             | NYSE Euronext Lisbon                         | 3,626,839              |
| 02-Jun-2014                | Purchase             | 5,641        | 2.370000             | NYSE Euronext Lisbon                         | 3,632,480              |
| 02-Jun-2014                | Purchase             | 2,000        | 2.380000             | NYSE Euronext Lisbon                         | 3,634,480              |
| 03-Jun-2014                | Purchase             | 1,720<br>51  | 2.321000             | NYSE Euronext Lisbon                         | 3,636,200              |
| 03-Jun-2014                | Purchase             |              | 2.370000             | NYSE Euronext Lisbon                         | 3,636,251              |
| 03-Jun-2014                | Purchase             | 2,000<br>500 | 2.370000             | NYSE Euronext Lisbon                         | 3,638,251              |
| 03-Jun-2014                | Purchase             | 2,000        | 2.380000             | NYSE Euronext Lisbon                         | 3,638,751<br>3,640,751 |
| 04-Jun-2014                | Purchase             | 2,000        | 2.400000             | NYSE Euronext Lisbon                         | 3,642,751              |
| 04-Jun-2014                | Purchase             | 2,000        | 2.371000             | NYSE Euronext Lisbon                         | 3,644,751              |
| 04-Jun-2014                | Purchase             | 3,980        | 2.371000             | NYSE Euronext Lisbon                         | 3,648,731              |
| 04-Jun-2014                | Purchase             | 200          | 2.401000             | NYSE Euronext Lisbon                         | 3,648,931              |
| 04-Jun-2014                | Purchase             | 11,800       | 2.401000             | NYSE Euronext Lisbon                         | 3,660,731              |
| 04-Jun-2014                | Purchase             | 2,000        | 2.490000             | NYSE Euronext Lisbon                         | 3,662,731              |
| 04-Jun-2014                | Purchase             | 10,000       | 2.500000             | NYSE Euronext Lisbon                         | 3,672,731              |
| 04-Jun-2014                | Purchase             | 100          | 2.500000             | NYSE Euronext Lisbon                         | 3,672,831              |
| 04-Jun-2014                | Purchase             | 1,900        | 2.500000             | NYSE Euronext Lisbon                         | 3,674,731              |
| 04-Jun-2014                | Purchase             | 12,000       | 2.520000             | NYSE Euronext Lisbon                         | 3,686,731              |
| 04-Jun-2014                | Purchase             | 2,530        | 2.491000             | NYSE Euronext Lisbon                         | 3,689,261              |
| 04-Jun-2014                | Purchase             | 2,000        | 2.530000             | NYSE Euronext Lisbon                         | 3,691,261              |
| 04-Jun-2014                | Purchase             | 15,000       | 2.530000             | NYSE Euronext Lisbon                         | 3,706,261              |
| 04-Jun-2014                | Purchase             | 1,000        | 2.491000             | NYSE Euronext Lisbon                         | 3,707,261              |
| 04-Jun-2014                | Purchase             | 200          | 2.491000             | NYSE Euronext Lisbon                         | 3,707,461              |
| 04-Jun-2014                | Purchase             | 600          | 2.491000             | NYSE Euronext Lisbon                         | 3,708,061              |
| 05-Jun-2014                | Purchase             | 250          | 2.501000             | NYSE Euronext Lisbon                         | 3,708,311              |
| 05-Jun-2014                | Purchase             | 5,730        | 2.501000             | NYSE Euronext Lisbon                         | 3,714,041              |
| 05-Jun-2014                | Purchase             | 9,800        | 2.520000             | NYSE Euronext Lisbon                         | 3,723,841              |
| 05-Jun-2014                | Purchase             | 250          | 2.516000             | NYSE Euronext Lisbon                         | 3,724,091              |
| 05-Jun-2014                | Purchase             | 9,750        | 2.516000             | NYSE Euronext Lisbon                         | 3,733,841              |
| 05-Jun-2014                | Purchase             | 4,500        | 2.520000             | NYSE Euronext Lisbon                         | 3,738,341              |
| 05-Jun-2014                | Purchase             | 4,500        | 2.520000             | NYSE Euronext Lisbon                         | 3,742,841              |
| 05-Jun-2014                | Purchase             | 250          | 2.525000             | NYSE Euronext Lisbon                         | 3,743,091              |
| 05-Jun-2014                | Purchase             | 4,514        | 2.525000             | NYSE Euronext Lisbon                         | 3,747,605              |
| 06-Jun-2014                | Purchase             | 1,292        | 2.599000             | NYSE Euronext Lisbon                         | 3,748,897              |
| 06-Jun-2014                | Purchase             | 2,000        | 2.600000             | NYSE Euronext Lisbon                         | 3,750,897              |
| 06-Jun-2014                | Purchase             | 66           | 2.600000             | NYSE Euronext Lisbon                         | 3,750,963              |
| 06-Jun-2014                | Purchase             | 134          | 2.600000             | NYSE Euronext Lisbon                         | 3,751,097              |
| 06-Jun-2014                | Purchase             | 200          | 2.600000             | NYSE Euronext Lisbon                         | 3,751,297              |
| 06-Jun-2014                | Purchase             | 4,200        | 2.600000             | NYSE Euronext Lisbon                         | 3,755,497              |
| 06-Jun-2014                | Purchase             | 15           | 2.610000             | NYSE Euronext Lisbon                         | 3,755,512              |

| Date        | Nature   | Volume | Price (€) | Location             | Number of shares |
|-------------|----------|--------|-----------|----------------------|------------------|
| 20-Jun-2014 | Purchase | 1,000  | 2.910000  | NYSE Euronext Lisbon | 3,756,512        |
| 20-Jun-2014 | Purchase | 9,000  | 2.910000  | NYSE Euronext Lisbon | 3,765,512        |
| 20-Jun-2014 | Purchase | 400    | 2.920000  | NYSE Euronext Lisbon | 3,765,912        |
| 20-Jun-2014 | Purchase | 2,000  | 2.930000  | NYSE Euronext Lisbon | 3,767,912        |
| 20-Jun-2014 | Purchase | 10,000 | 2.959000  | NYSE Euronext Lisbon | 3,777,912        |
| 23-Jun-2014 | Purchase | 2,000  | 2.940000  | NYSE Euronext Lisbon | 3,779,912        |
| 23-Jun-2014 | Purchase | 15,180 | 2.979000  | NYSE Euronext Lisbon | 3,795,092        |
| 23-Jun-2014 | Purchase | 3,400  | 2.980000  | NYSE Euronext Lisbon | 3,798,492        |
| 23-Jun-2014 | Purchase | 2,000  | 2.980000  | NYSE Euronext Lisbon | 3,800,492        |
| 23-Jun-2014 | Purchase | 590    | 2.980000  | NYSE Euronext Lisbon | 3,801,082        |
| 24-Jun-2014 | Purchase | 1,000  | 2.980000  | NYSE Euronext Lisbon | 3,802,082        |
| 24-Jun-2014 | Purchase | 500    | 2.988000  | NYSE Euronext Lisbon | 3,802,582        |
| 24-Jun-2014 | Purchase | 25,000 | 2.989000  | NYSE Euronext Lisbon | 3,827,582        |
| 24-Jun-2014 | Purchase | 2,000  | 2.990000  | NYSE Euronext Lisbon | 3,829,582        |
| 24-Jun-2014 | Purchase | 10     | 2.990000  | NYSE Euronext Lisbon | 3,829,592        |
| 24-Jun-2014 | Purchase | 1,990  | 2.990000  | NYSE Euronext Lisbon | 3,831,582        |
| 24-Jun-2014 | Purchase | 10     | 2.990000  | NYSE Euronext Lisbon | 3,831,592        |
| 24-Jun-2014 | Purchase | 1,990  | 2.990000  | NYSE Euronext Lisbon | 3,833,582        |
| 24-Jun-2014 | Purchase | 10     | 2.990000  | NYSE Euronext Lisbon | 3,833,592        |
| 24-Jun-2014 | Purchase | 1,990  | 2.990000  | NYSE Euronext Lisbon | 3,835,582        |
| 24-Jun-2014 | Purchase | 2,000  | 2.990000  | NYSE Euronext Lisbon | 3,837,582        |
| 30-Jun-2014 | -        | -      | -         | -                    | 3,837,582        |

## **Paulo Jorge dos Santos Fernandes (allocation via ACTIUM CAPITAL - SGPS, S.A.)**

**RELATÓRIO DO CONSELHO DE ADMINIST**

#### **Pedro Macedo Pinto de Mendonça**

| Date        | Nature | Volume | Price (€) | Location | Number of shares |
|-------------|--------|--------|-----------|----------|------------------|
| 31-Dec-2013 | -      | -      | -         | -        | 213,125          |
| 30-Jun-2014 | -      | -      | -         | -        | 213,125          |

#### **Domingos José Vieira de Matos**

| Date        | Nature   | Volume | Price (€) | Location             | Number of shares |
|-------------|----------|--------|-----------|----------------------|------------------|
| 31-Dec-2013 | -        | -      | -         | -                    | 2,495,181        |
| 05-Jun-2014 | Purchase | 5,000  | 2.520000  | NYSE Euronext Lisbon | 2,500,181        |
| 05-Jun-2014 | Purchase | 200    | 2.520000  | NYSE Euronext Lisbon | 2,500,381        |
| 05-Jun-2014 | Purchase | 5,000  | 2.520000  | NYSE Euronext Lisbon | 2,505,381        |
| 05-Jun-2014 | Purchase | 250    | 2.525000  | NYSE Euronext Lisbon | 2,505,631        |
| 10-Jun-2014 | Purchase | 2,000  | 2.920000  | NYSE Euronext Lisbon | 2,507,631        |
| 10-Jun-2014 | Purchase | 500    | 2.930000  | NYSE Euronext Lisbon | 2,508,131        |
| 13-Jun-2014 | Donation | 42,000 | 2.980000  | NYSE Euronext Lisbon | 2,550,131        |
| 30-Jun-2014 | -        | -      | -         | -                    | 2,550,131        |

#### **Pedro Miguel Matos Borges de Oliveira**

| Date        | Nature | Volume | Price (€) | Location | Number of shares |
|-------------|--------|--------|-----------|----------|------------------|
| 31-Dec-2013 | -      | -      | -         | -        | 1,402,072        |
| 30-Jun-2014 | -      | -      | -         | -        | 1,402,072        |

# **APPENDIX**

| Date        | Nature   | Volume | Price (€) | Location             | Number of shares |
|-------------|----------|--------|-----------|----------------------|------------------|
| 31-Dec-2013 | -        | -      | -         | -                    | 3,946,648        |
| 24-Feb-2014 | Purchase | 5,780  | 1.814000  | NYSE Euronext Lisbon | 3,952,428        |
| 25-Feb-2014 | Purchase | 5,464  | 2.006000  | NYSE Euronext Lisbon | 3,957,892        |
| 25-Feb-2014 | Purchase | 10,000 | 1.970000  | NYSE Euronext Lisbon | 3,967,892        |
| 26-Feb-2014 | Purchase | 5,154  | 2.026000  | NYSE Euronext Lisbon | 3,973,046        |
| 26-Feb-2014 | Purchase | 20,000 | 1.980000  | NYSE Euronext Lisbon | 3,993,046        |
| 27-Feb-2014 | Purchase | 10,000 | 2.055000  | NYSE Euronext Lisbon | 4,003,046        |
| 27-Feb-2014 | Purchase | 2,440  | 2.120000  | NYSE Euronext Lisbon | 4,005,486        |
| 28-Feb-2014 | Purchase | 2,347  | 2.186000  | NYSE Euronext Lisbon | 4,007,833        |
| 28-Feb-2014 | Purchase | 5,952  | 2.103800  | NYSE Euronext Lisbon | 4,013,785        |
| 28-Feb-2014 | Purchase | 18,500 | 2.101000  | NYSE Euronext Lisbon | 4,032,285        |
| 03-Mar-2014 | Purchase | 885    | 2.340000  | NYSE Euronext Lisbon | 4,033,170        |
| 04-Mar-2014 | Purchase | 2,325  | 2.228000  | NYSE Euronext Lisbon | 4,035,495        |
| 05-Mar-2014 | Purchase | 12,500 | 2.170000  | NYSE Euronext Lisbon | 4,047,995        |
| 06-Mar-2014 | Purchase | 11,500 | 2.140000  | NYSE Euronext Lisbon | 4,059,495        |
| 07-Mar-2014 | Purchase | 14,500 | 2.120000  | NYSE Euronext Lisbon | 4,073,995        |
| 07-Mar-2014 | Purchase | 16,700 | 2.120000  | NYSE Euronext Lisbon | 4,090,695        |
| 10-Mar-2014 | Purchase | 13,900 | 2.090000  | NYSE Euronext Lisbon | 4,104,595        |
| 11-Mar-2014 | Purchase | 25,300 | 2.120000  | NYSE Euronext Lisbon | 4,129,895        |
| 13-Mar-2014 | Purchase | 15,600 | 2.19      | NYSE Euronext Lisbon | 4,145,495        |
| 17-Mar-2014 | Purchase | 9,800  | 2.29      | NYSE Euronext Lisbon | 4,155,295        |
| 18-Mar-2014 | Purchase | 7,700  | 2.360000  | NYSE Euronext Lisbon | 4,162,995        |
| 19-Mar-2014 | Purchase | 8,700  | 2.370000  | NYSE Euronext Lisbon | 4,171,695        |
| 21-Mar-2014 | Purchase | 9,700  | 2.370000  | NYSE Euronext Lisbon | 4,181,395        |
| 26-May-2014 | Purchase | 25,000 | 2.430000  | NYSE Euronext Lisbon | 4,206,395        |
| 26-May-2014 | Purchase | 2,000  | 2.260000  | NYSE Euronext Lisbon | 4,208,395        |
| 27-May-2014 | Purchase | 11,000 | 2.300000  | NYSE Euronext Lisbon | 4,219,395        |
| 27-May-2014 | Purchase | 15,500 | 2.220000  | NYSE Euronext Lisbon | 4,234,895        |
| 28-May-2014 | Purchase | 12,800 | 2.270000  | NYSE Euronext Lisbon | 4,247,695        |
| 28-May-2014 | Purchase | 15,500 | 2.270000  | NYSE Euronext Lisbon | 4,263,195        |
| 30-May-2014 | Purchase | 13,500 | 2.360000  | NYSE Euronext Lisbon | 4,276,695        |
| 30-May-2014 | Purchase | 16,000 | 2.240000  | NYSE Euronext Lisbon | 4,292,695        |
| 02-Jun-2014 | Purchase | 12,500 | 2.310000  | NYSE Euronext Lisbon | 4,305,195        |
| 02-Jun-2014 | Purchase | 15,200 | 2.340000  | NYSE Euronext Lisbon | 4,320,395        |
| 03-Jun-2014 | Purchase | 9,500  | 2.340000  | NYSE Euronext Lisbon | 4,329,895        |
| 03-Jun-2014 | Purchase | 13,300 | 2.370000  | NYSE Euronext Lisbon | 4,343,195        |
| 04-Jun-2014 | Purchase | 14,300 | 2.420000  | NYSE Euronext Lisbon | 4,357,495        |
| 04-Jun-2014 | Purchase | 15,700 | 2.500000  | NYSE Euronext Lisbon | 4,373,195        |
| 05-Jun-2014 | Purchase | 4,675  | 2.510000  | NYSE Euronext Lisbon | 4,377,870        |
| 05-Jun-2014 | Purchase | 16,500 | 2.520000  | NYSE Euronext Lisbon | 4,394,370        |
| 06-Jun-2014 | Purchase | 16,500 | 2.620000  | NYSE Euronext Lisbon | 4,410,870        |
| 06-Jun-2014 | Purchase | 5,801  | 2.580000  | NYSE Euronext Lisbon | 4,416,671        |
| 10-Jun-2014 | Purchase | 14,900 | 2.840000  | NYSE Euronext Lisbon | 4,431,571        |
| 16-Jun-2014 | Purchase | 13,400 | 2.870000  | NYSE Euronext Lisbon | 4,444,971        |
| 17-Jun-2014 | Purchase | 11,900 | 2.910000  | NYSE Euronext Lisbon | 4,456,871        |
| 19-Jun-2014 | Purchase | 15,400 | 2.880000  | NYSE Euronext Lisbon | 4,472,271        |
| 20-Jun-2014 | Purchase | 15,900 | 2.910000  | NYSE Euronext Lisbon | 4,488,171        |
| 23-Jun-2014 | Purchase | 15,900 | 2.940000  | NYSE Euronext Lisbon | 4,504,071        |
| 30-Jun-2014 | Purchase | 10,200 | 2.960000  | NYSE Euronext Lisbon | 4,514,271        |
| 30-Jun-2014 | -        | -      | -         | -                    | 4,514,271        |

## **Ana Rebelo de Carvalho Menéres de Mendonça (allocation via PROMENDO - SGPS, S.A.)**

**RELATÓRIO DO CONSELHO DE ADMINIST**

#### CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF 30 JUNE 2014 AND 31 DECEMBER 2013

(Translation of financial statements originally issued in Portuguese - Note 18)

(Amounts expressed in Euro)

| ASSETS                                                                    | Notes | 30.06.2014  | 31.12.2013  |
|---------------------------------------------------------------------------|-------|-------------|-------------|
| NON CURRENT ASSETS:                                                       |       |             |             |
| Investment properties                                                     | 6     | 85,977,075  | 85,937,120  |
| Tangible assets                                                           |       | 5,059,399   | 5,391,709   |
| Intangible assets                                                         |       | 88,373      | 108,103     |
| Investments in associates                                                 | 4     | 12,196,970  | 11,500,000  |
| Investments available for sale                                            | 4     | 2,559,946   | 2,609,500   |
| Deferred tax assets                                                       | 7     | 2,021,808   | 2,021,808   |
| Total non current assets                                                  |       | 107,903,571 | 107,568,240 |
| CURRENT ASSETS:                                                           |       |             |             |
| Inventories                                                               |       | 27,763,048  | 19,076,750  |
| Customers                                                                 |       | 34,657,829  | 33,498,406  |
| State and other public entities                                           |       | 1,152,608   | 723,414     |
| Other debtors                                                             |       | 822,396     | 396,070     |
| Other current assets                                                      |       | 396,171     | 248,317     |
| Cash and cash equivalents                                                 | 8     | 9,946,637   | 11,662,934  |
| Total current assets                                                      |       | 74,738,689  | 65,605,891  |
| Total assets                                                              |       | 182,642,260 | 173,174,131 |
|                                                                           |       |             |             |
| SHAREHOLDERS' FUNDS AND LIABILITIES                                       |       |             |             |
| SHAREHOLDERS' FUNDS:                                                      |       |             |             |
| Share capital                                                             | 9     | 25,641,459  | 25,641,459  |
| Own shares                                                                | 9     | (1,641,053) | (1,641,053) |
| Legal reserve                                                             |       | 5,637,034   | 5,637,034   |
| Monetary conversion reserves                                              |       | (484,186)   | (615,513)   |
| Other reserves                                                            |       | 24,813,770  | 21,480,207  |
| Consolidated net profit for the period                                    |       | 3,446,754   | 6,218,227   |
| Total shareholders' funds attributable to the parent company shareholders |       | 57,413,778  | 56,720,361  |
| Non-controlling interests                                                 |       | -           | -           |
| Total Shareholders' funds                                                 |       | 57,413,778  | 56,720,361  |
| LIABILITIES:                                                              |       |             |             |
| NON CURRENT LIABILITIES                                                   |       |             |             |
| Bank loans                                                                | 10    | 43,574,033  | 47,110,488  |
| Provisions                                                                | 11    | 1,031,920   | 1,107,580   |
| Deferred tax liabilities                                                  | 7     | 51,655      | 51,655      |
| Total non current liabilities                                             |       | 44,657,608  | 48,269,723  |
| CURRENT LIABILITIES:                                                      |       |             |             |
| Bank loans                                                                | 10    | 3,391,494   | 4,292,109   |
| Other loans                                                               | 10    | 33,452,113  | 30,673,239  |
| Derivatives                                                               | 12    | -           | -           |
| Suppliers                                                                 |       | 18,982,831  | 14,554,674  |
| State and other public entities                                           |       | 4,619,412   | 3,469,203   |
| Other creditors                                                           |       | 1,072,571   | 1,150,702   |
| Other current liabilities                                                 |       | 19,052,453  | 14,044,120  |
| Total current liabilities                                                 |       | 80,570,874  | 68,184,047  |
| Total Shareholders' funds and liabilities                                 |       | 182,642,260 | 173,174,131 |
|                                                                           |       |             |             |

The accompanying notes form an integral part of the consolidated financial statements.

#### CONSOLIDATED STATEMENTS OF PROFIT AND LOSS BY NATURES FOR THE SIX MONTHS AND THREE MONTHS PERIODS ENDED AS OF 30 JUNE 2014 AND 2013 (Translation of financial statements originally issued in Portuguese - Note 18) (Amounts expressed in Euro)

|                                  |                               |       | SIX MONTHS PERIOD ENDED AS OF |              | THREE MONTHS PERIOD ENDED AS OF |              |
|----------------------------------|-------------------------------|-------|-------------------------------|--------------|---------------------------------|--------------|
|                                  |                               | Notes | 30.06.2014                    | 30.06.2013   | 30.06.2014                      | 30.06.2013   |
| Sales                            |                               |       | 54,040,277                    | 45,136,728   | 28,725,221                      | 23,601,160   |
| Services rendered                |                               |       | 5,042,584                     | 4,927,320    | 2,672,816                       | 2,467,116    |
| Other income                     |                               |       | 368,455                       | 216,477      | 193,007                         | 106,945      |
| Cost of sales                    |                               |       | (32,550,350)                  | (27,469,910) | (18,063,601)                    | (14,540,404) |
| External supplies and services   |                               |       | (10,612,947)                  | (8,342,078)  | (5,361,583)                     | (4,360,318)  |
| Payroll expenses                 |                               |       | (7,489,621)                   | (6,509,802)  | (3,740,277)                     | (3,240,367)  |
| Amortization and depreciation    |                               |       | (801,721)                     | (621,429)    | (401,442)                       | (311,029)    |
| Provisions and impairment losses |                               | 11    | (579,669)                     | (670,018)    | (223,782)                       | (439,991)    |
| Other expenses                   |                               |       | (506,974)                     | (446,625)    | (287,282)                       | (202,336)    |
| Financial expenses               |                               | 13    | (1,888,194)                   | (1,983,532)  | (980,299)                       | (964,922)    |
| Financial income                 |                               | 13    | 9,918                         | 12,235       | 7,200                           | 288          |
|                                  | Profit before income tax      |       | 5,031,758                     | 4,249,367    | 2,539,978                       | 2,116,143    |
| Income tax                       |                               |       | (1,585,004)                   | (1,274,810)  | (800,093)                       | (634,843)    |
|                                  | Consolidated net profit       |       | 3,446,754                     | 2,974,557    | 1,739,885                       | 1,481,300    |
| Attributable to:                 |                               |       |                               |              |                                 |              |
|                                  | Parent company's shareholders | 14    | 3,446,754                     | 2,974,557    | 1,739,885                       | 1,481,300    |
| Earnings per share:              |                               |       |                               |              |                                 |              |
| Basic                            |                               | 14    | 0.15                          | 0.12         | 0.07                            | 0.06         |
| Diluted                          |                               | 14    | 0.15                          | 0.12         | 0.07                            | 0.06         |

The accompanying notes form an integral part of the consolidated financial statements.

#### CONSOLIDATED STATEMENTS OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME FOR THE SIX AND THREE MONTHS PERIODS ENDED AS OF 30 JUNE 2014 AND 2013 (Translation of financial statements originally issued in Portuguese - Note 18)

(Amounts expressed in Euro)

|                                                                                                                                     | SIX MONTHS PERIOD ENDED AS OF |                |                | THREE MONTHS PERIOD ENDED AS OF |                |
|-------------------------------------------------------------------------------------------------------------------------------------|-------------------------------|----------------|----------------|---------------------------------|----------------|
|                                                                                                                                     | Notes                         | 30.06.2014     | 30.06.2013     | 30.06.2014                      | 30.06.2013     |
| Net consolidated profit for the period                                                                                              |                               | 3,446,754      | 2,974,557      | 1,739,885                       | 1,481,300      |
| Items that may be reclassified subsequently to profit or loss:<br>Exchange differences arising on translation of foreign operations |                               | 131,327        | (138,854)      | 109,639                         | (47,208)       |
| Other comprehensive income for the period                                                                                           |                               | 131,327        | (138,854)      | 109,639                         | (47,208)       |
| Total comprehensive income for the period                                                                                           |                               | 3,578,081      | 2,835,703      | 1,849,524                       | 1,434,092      |
| Attributable to:<br>Parent company´s shareholders<br>Non-controlling interests                                                      |                               | 3,578,081<br>- | 2,835,703<br>- | 1,849,524<br>-                  | 1,434,092<br>- |

The accompanying notes form an integral part of the consolidated statements of comprehensive income.

#### CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' FUNDS FOR THE SIX MONTHS PERIODS ENDED AS OF 30 JUNE 2014 AND 2013 (Translation of financial statements originally issued in Portuguese - Note 18) (Amounts expressed in Euro)

| Monetary<br>Other reserves<br>Total<br>conversion<br>and retained<br>Share capital<br>Own shares<br>Legal reserve<br>reserves<br>earnings<br>Net profit<br>funds<br>Balance as of 1 January 2013<br>25,641,459<br>(1,641,053)<br>5,637,034<br>(553,080)<br>17,388,193<br>6,168,972<br>Total comprehensive consolidated income for the period<br>-<br>-<br>-<br>(138,853)<br>-<br>2,974,557<br>Appropriation of the consolidated net profit for 2012:<br>Transfer to legal reserve and other reserves<br>-<br>-<br>268,404<br>-<br>5,900,568<br>(6,168,972)<br>Distributed dividends<br>-<br>-<br>-<br>-<br>(2,076,958)<br>-<br>Balance as of 30 June 2013<br>25,641,459<br>(1,641,053)<br>5,905,438<br>(691,933)<br>21,211,803<br>2,974,557<br>Balance as of 1 January 2014<br>25,641,459<br>(1,641,053)<br>5,637,034<br>(615,513)<br>21,480,207<br>6,218,227<br>Total comprehensive consolidated income for the period<br>-<br>-<br>-<br>131,327<br>-<br>3,446,754 |                                                        | Atributable to the parent company´s Shareholders |  |  |  |  |  |                                |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------|--------------------------------------------------|--|--|--|--|--|--------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                        |                                                  |  |  |  |  |  | Shareholder's                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                        |                                                  |  |  |  |  |  | 52,641,526                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                        |                                                  |  |  |  |  |  | 2,835,703                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                        |                                                  |  |  |  |  |  | -<br>(2,076,958)<br>53,400,271 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                        |                                                  |  |  |  |  |  | 56,720,361                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                        |                                                  |  |  |  |  |  | 3,578,081                      |
| Transfer to other reserves<br>-<br>-<br>-<br>-<br>6,218,227<br>(6,218,227)<br>Distributed dividends<br>-<br>-<br>-<br>-<br>(2,884,664)<br>-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Appropriation of the consolidated net profit for 2013: |                                                  |  |  |  |  |  | -<br>(2,884,664)               |
| Balance as of 30 June 2014<br>25,641,459<br>(1,641,053)<br>5,637,034<br>(484,186)<br>24,813,770<br>3,446,754                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                        |                                                  |  |  |  |  |  | 57,413,778                     |

The accompanying notes form an integral part of the consolidated financial statements.

#### CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS AND THREE MONTHS PERIODS ENDED AS OF 30 JUNE 2014 AND 2013 (Translation of financial statements originally issued in Portuguese - Note 18)

(Amounts expressed in Euro)

|                                                             |       |              | SIX MONTHS PERIODS ENDED |              |             |              | THREE MONTHS PERIODS ENDED |              |             |
|-------------------------------------------------------------|-------|--------------|--------------------------|--------------|-------------|--------------|----------------------------|--------------|-------------|
|                                                             | Notes | 30.06.2014   |                          | 30.06.2013   |             | 30.06.2014   |                            | 30.06.2013   |             |
| Operating activities:                                       |       |              |                          |              |             |              |                            |              |             |
| Collections from customers                                  |       | 68,645,893   |                          | 61,723,812   |             | 30,906,344   |                            | 27,863,407   |             |
| Payments to suppliers                                       |       | (52,306,377) |                          | (40,940,130) |             | (28,664,918) |                            | (21,279,820) |             |
| Payments to personnel                                       |       | (4,880,139)  | 11,459,377               | (4,457,813)  | 16,325,869  | (2,451,220)  | (209,794)                  | (2,234,595)  | 4,348,992   |
| Other collections/payments relating to operating activities |       | (3,714,771)  |                          | (5,291,992)  |             | (977,239)    |                            | (3,257,219)  |             |
| Corporate income tax                                        |       | (1,204,056)  | (4,918,827)              | (216,456)    | (5,508,448) | (1,117,842)  | (2,095,081)                | (167,235)    | (3,424,454) |
| Cash flow from operating activities (1)                     |       |              | 6,540,550                |              | 10,817,421  |              | (2,304,875)                |              | 924,538     |
| Investment activities:                                      |       |              |                          |              |             |              |                            |              |             |
| Collections relating to:                                    |       |              |                          |              |             |              |                            |              |             |
| Investments                                                 |       | 139,861      |                          | -            |             | -            |                            | -            |             |
| Tangible assets                                             |       | 48,094       |                          | 394,814      |             | 8,277        |                            | 31,980       |             |
| Investment properties                                       |       | -            |                          | 602,700      |             | -            |                            | -            |             |
| Interest and similar income                                 |       | 9,632        | 197,587                  | 8,898        | 1,006,412   | 8,893        | 17,170                     | 1,735        | 33,715      |
| Payments relating to:                                       |       |              |                          |              |             |              |                            |              |             |
| Investments                                                 | 8     | (897,417)    |                          | (3,383,059)  |             | (721,415)    |                            | (182,471)    |             |
| Investment properties                                       |       | (44,224)     |                          | (538,195)    |             | -            |                            | (538,195)    |             |
| Intangible assets                                           |       | (22,112)     |                          | (1,043)      |             | (16,269)     |                            | 17           |             |
| Tangible assets                                             |       | (773,237)    | (1,736,990)              | (391,815)    | (4,314,112) | (358,756)    | (1,096,440)                | (193,799)    | (914,448)   |
| Cash flow from investment activities (2)                    |       |              | (1,539,403)              |              | (3,307,700) |              | (1,079,270)                |              | (880,733)   |
| Financing activities:                                       |       |              |                          |              |             |              |                            |              |             |
| Collections relating to:                                    |       |              |                          |              |             |              |                            |              |             |
| Loans obtained                                              |       | 1,814,421    | 1,814,421                | 290,000      | 290,000     | 1,814,421    | 1,814,421                  | 290,000      | 290,000     |
| Payments relating to:                                       |       |              |                          |              |             |              |                            |              |             |
| Dividends                                                   |       | (2,884,664)  |                          | (2,076,958)  |             | (2,884,664)  |                            | (2,076,958)  |             |
| Interest and similar costs                                  |       | (2,272,145)  |                          | (3,147,991)  |             | (492,577)    |                            | (483,927)    |             |
| Loans obtained                                              |       | (5,542,108)  | (10,698,917)             | (4,456,883)  | (9,681,832) | (1,586,221)  | (4,963,462)                | 577,208      | (1,983,677) |
|                                                             |       |              |                          |              |             |              |                            |              |             |
| Cash flow from financing activities (3)                     |       |              | (8,884,496)              |              | (9,391,832) |              | (3,149,041)                |              | (1,693,677) |
| Cash and cash equivalents at the beginning of the period    | 8     |              | 8,629,080                |              | 7,855,422   |              | 11,287,606                 |              | 7,588,453   |
| Effect of exchange rate changes                             |       |              | 52,602                   |              | (51,736)    |              | 43,913                     |              | (17,006)    |
| Variation of cash and cash equivalents: (1)+(2)+(3)         |       |              | (3,883,350)              |              | (1,882,111) |              | (6,533,187)                |              | (1,649,872) |
| Cash and cash equivalents at the end of the period          | 8     |              | 4,798,332                |              | 5,921,575   |              | 4,798,332                  |              | 5,921,575   |

The accompanying notes form an integral part of the consolidated statement of cash flows.

# F. RAMADA INVESTIMENTOS, SGPS, S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2014

(TRANSLATION OF NOTES ORIGINALLY ISSUED IN PORTUGUESE – NOTE 18)

(Amounts expressed in Euro)

## 1. INTRODUCTORY NOTE

F. Ramada Investimentos, SGPS, S.A. ("F. Ramada" or "Company") is a Company incorporated in 1 June 2008, has its head-office located at Rua do General Norton de Matos, 68, r/c - Porto, Portugal and its shares are listed in the NYSE Euronext Lisbon. Its main activity is the management of investments.

F. Ramada was incorporated as a result of the reorganization process of Altri, SGPS, S.A. by demerging the steel sector and storage systems business management area, namely the participation held in F. Ramada – Aços e Indústrias, S.A. representative of the voting rights of the mentioned company. The restructuring involved a simple demerger operation as defined by Article 118, 1.a), of the Commercial Companies Code ("Código das Sociedades Comerciais").

Due to this process, Altri, SGPS, S.A. equity share corresponding to the equity holdings management business unit for the sector of steel and storage systems, including all other resources (such as human resources, assets and liabilities) related to that business unit, was detached to Ramada.

Currently, F. Ramada is the parent company of a group of companies listed in Note 4 (designated as "F. Ramada Group"), and through this financial holdings structure, focuses its operations in (i) steel trade, (ii) storage systems sales, sector in which the Group already presents a significant international presence, and (iii) real estate.

As of 30 June 2014 and 31 December 2013, the Group developed its activity in Portugal, France, United Kingdom and Belgium.

The consolidated financial statements of F. Ramada Group are presented in Euro (with rounding to units), which is the currency used by the Group in its operations and, as such, considered to be its functional currency.

The consolidated financial statements were prepared in accordance with the accounting policies defined by the International Financial Reporting Standards and in accordance with IAS 34 – Interim Financial Reporting.

#### 2. MAIN ACCOUNTING POLICIES AND BASIS OF PRESENTATION

The consolidated financial statements as of 30 June 2014 were prepared in accordance with the accounting policies defined by the International Financial Reporting Standards and in accordance with IAS 34 – Interim Financial Reporting, and include the statement of financial position, the income statement, the statement of comprehensive income, the statement of changes in equity and the statement of cash flows, as well as selected notes to the financial statements.

The accounting policies adopted in the preparation of the consolidated financial statements of F. Ramada are consistent with the accounting policies used in the preparation of the financial statements presented for the year ended as of 31 December 2013.

#### 3. CHANGES IN ACCOUNTING POLICIES AND CORRECTION OF ERRORS

During the period there were no changes in the accounting policies and no material mistakes related with previous periods were identified.

# F. RAMADA INVESTIMENTOS, SGPS, S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2014

#### (TRANSLATION OF NOTES ORIGINALLY ISSUED IN PORTUGUESE – NOTE 18)

(Amounts expressed in Euro)

#### 4. INVESTMENTS

The companies included in the consolidated financial statements by the full consolidation method, its headquarters, percentage of participation held and main activity as of 30 June 2014, are as follows:

| Designation                                                                            | Headquarters                  | Percentage of<br>participation<br>held | Activity                                               |
|----------------------------------------------------------------------------------------|-------------------------------|----------------------------------------|--------------------------------------------------------|
| Parent company:                                                                        |                               |                                        |                                                        |
| F. Ramada Investimentos, SGPS, S.A.                                                    | Oporto                        |                                        | Holding                                                |
| F. Ramada Group                                                                        |                               |                                        |                                                        |
| F. Ramada, Aços e Indústrias, S.A.                                                     | Ovar                          | 100%                                   | Steel commercialization                                |
| Universal Afir – Aços Especiais e Ferramentas, S.A.                                    | Ovar                          | 100%                                   | Steel commercialization                                |
| F. Ramada – Produção e Comercialização de<br>Estruturas Metálicas de Armazenagem, S.A. | Ovar                          | 100%                                   | Production and commercialization of<br>storage systems |
| F. Ramada II, Imobiliária, S.A.                                                        | Ovar                          | 100%                                   | Real estate                                            |
| F. Ramada, Serviços de Gestão, Lda.                                                    | Ovar                          | 100%                                   | Administration and management<br>services              |
| Storax Equipements, S.A.                                                               | Paris, France                 | 100%                                   | Commercialization of storage systems                   |
| Storax Racking Systems, Ltd.                                                           | Bromsgrove,<br>United Kingdom | 100%                                   | Commercialization of storage systems                   |
| Storax Benelux, S.A.                                                                   | Belgium                       | 100%                                   | Commercialization of storage systems                   |

All the above companies were included in the consolidated financial statements of F. Ramada Group in accordance with the full consolidation method.

#### **Investments in associated companies**

As of 30 June 2014, the caption "Investment in associates" includes, essentially, the shares owned by F. Ramada Investimentos, SGPS, S.A. in Base Holding SGPS, S.A.'s capital. This entity has its head office in Oporto and heads a group of companies which operate in the healthcare sector, namely, complementary means of diagnosis and treatment.

During the first half of 2014, the Group purchased 1.9% of the share capital of the above mentioned company at a cost of 696,970 Euros and, as a result, increased its stake to the nominal amount of 12,196,970 Euros (11,500,000 Euros as of the 31 December 2013), which represents 34.8% (32.9% as of 31 December 2013) of its share capital.

In virtue of the fact that this additional acquisition occurred in two stages, and of the fact that F. Ramada Group did not have access to the interim consolidated financial statements of Base Holding SGPS, S.A., the equity method was carried out with respect to 31 December of 2013 and 30 June of 2014 based on the corresponding financial information as of 31 December of 2013. This procedure did not produce any materially relevant effects on the attached consolidated financial statements.

#### **Investments available for sale**

As of 30 June 2014 and 31 December 2013 the caption "Investments available for sale" and respective impairment losses can be detailed as follows:

|                                                             | 30.06.2014               | 31.12.2013               |
|-------------------------------------------------------------|--------------------------|--------------------------|
| Gross book value<br>Accumulated impairment losses (Note 11) | 6,085,270<br>(3,525,324) | 5,884,824<br>(3,275,324) |
|                                                             | 2,559,946                | 2,609,500                |

As of 30 June 2014, the changes occurred under the caption "Investments available for sale" can be detailed as follows:

#### NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AS OF 30 JUNE 2014

#### (TRANSLATION OF NOTES ORIGINALLY ISSUED IN PORTUGUESE – NOTE 18)

(Amounts expressed in Euro)

|                             | 31.12.2013  | Decreases | Increases | 30.06.2014  |
|-----------------------------|-------------|-----------|-----------|-------------|
| Investments                 | 514,652     | -         | -         | 514,652     |
| Loans                       | 5,370,172   | -         | 200,446   | 5,570,618   |
| Impairment losses (Note 11) | (3,275,324) | -         | (250,000) | (3,525,324) |
|                             | 2,609,500   | -         | (49,554)  | 2,559,946   |

As of 30 June 2014, this caption includes, mainly, a stake of 12.3% in the equity of Consumo em Verde – Biotecnologia das Plantas, S.A. and a stake of 4% in the equity of Converde S.A., as well as loans granted.

As of 30 June 2014 and 31 December 2013 the consolidated financial statements include impairment losses that were recorded for the investments listed above in the amount of 3,525,324 Euros and 3,275,324 Euros, respectively (Note 11).

Financial investments included under the caption "Investments available for sale" are recorded at acquisition cost, less related impairment losses.

#### 5. CHANGES IN CONSOLIDATION PERIMETER

During the six months period ended as of 30 June 2014 no changes in the Group's consolidation perimeter occurred.

#### 6. INVESTMENT PROPERTIES

Investment properties held by F. Ramada Group relate to land rented to third parties or under operational lease. These contracts have an average length of 20 years, with the possibility of an additional period of 10 years if certain events occur. Investment properties are measured at acquisition cost. The movement that occurred in this caption during the six months period ended as of 30 June 2014 and the year ended as of 31 December 2013 is as follows:

|                 | 30.06.2014 | 31.12.2013 |
|-----------------|------------|------------|
| Opening balance | 85,937,120 | 86,103,423 |
| Aquisitions     | 39,955     | 153,197    |
| Disposals       | -          | (319,500)  |
| Closing balance | 85,977,075 | 85,937,120 |

Given the land characteristics (land leased to third parties for forestry activity), frequent and comparable market transactions for this type of assets do not occur. Accordingly, the Board of Directors considers that it is not possible to reliably estimate the fair value of the land, for which it is recorded at acquisition cost. However, it is the Board of Directors believes that, given the amount of rents collected annually, the market value of these assets will not be significantly different from its book value.

Part of this land (amounting to, approximately, 70 million Euro) was given as collateral for certain loans obtained.

#### 7. CURRENT AND DEFERRED INCOME TAXES

In accordance with current legislation, the tax returns are subject to review and correction by the tax authorities over a period of four years (five years for Social Security), except when tax losses have occurred, tax benefits have been granted, or inspections, complaints or disputes are ongoing. In these cases, depending on the circumstances, the above referred period deadlines can be extended or suspended. Therefore, the tax returns of F. Ramada and its subsidiaries for the years 2010 to 2014 may still be subject to review.

#### NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AS OF 30 JUNE 2014

#### (TRANSLATION OF NOTES ORIGINALLY ISSUED IN PORTUGUESE – NOTE 18)

(Amounts expressed in Euro)

The Board of Directors of F. Ramada believes that any potential corrections arising from reviews/inspections of these tax returns by the tax authorities will not have a significant effect on the consolidated financial statements as of 30 June 2014.

The movement occurred in deferred tax assets and liabilities in the six months periods ended as of 30 June 2014 and 2013 was as follows:

|                              |                     | 30.06.2014               |
|------------------------------|---------------------|--------------------------|
|                              | Deferred tax assets | Deferred tax liabilities |
| Balance as of 01.01.2014     | 2,021,808           | 51,655                   |
| Effects on income statement: |                     |                          |
| Other effects                | -                   | -                        |
| Balance as of 30.06.2014     | 2,021,808           | 51,655                   |
|                              |                     |                          |
|                              |                     | 30.06.2013               |
|                              | Deferred tax assets | Deferred tax liabilities |
| Balance as of 01.01.2013     | 2,038,236           | 65,275                   |
| Effects on income statement: |                     |                          |
| Other effects                | (2,322)             | -                        |
| Balance as of 30.06.2013     | 2,035,914           | 65,275                   |

#### 8. CASH AND CASH EQUIVALENTS

As of 30 June 2014 and as of 31 December 2013 the caption "Cash and cash equivalents" included in the consolidated statement of financial position can be detailed as follows:

|                           | 30.06.2014  | 31.12.2013  |
|---------------------------|-------------|-------------|
|                           |             |             |
| Cash                      | 15,518      | 16,322      |
| Bank deposits             | 9,931,119   | 11,646,612  |
|                           | 9,946,637   | 11,662,934  |
| Bank overdrafts (Note 10) | (5,148,305) | (3,033,854) |
| Cash and cash equivalents | 4,798,332   | 8,629,080   |

#### **Payments for financial investments**

During the first half of 2014, payments for financial investments were the following:

|                                         | Value of the transaction | Amount paid |
|-----------------------------------------|--------------------------|-------------|
| Aquisitions                             |                          |             |
| Investments available for sale (Note 4) | 897,417                  | 897,417     |
|                                         | 897,417                  | 897,417     |

#### NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AS OF 30 JUNE 2014

## (TRANSLATION OF NOTES ORIGINALLY ISSUED IN PORTUGUESE – NOTE 18)

(Amounts expressed in Euro)

#### 9. SHARE CAPITAL

As of 30 June 2014 and 31 December 2013, F. Ramada's fully subscribed and paid up capital consisted of 25,641,459 shares with a nominal value of 1 Euro each. As of that date, F. Ramada Investimentos, SGPS, S.A. holds 2.564.145 own shares, corresponding to 9.999996% of the share capital of the Company, acquired by 1.641.053 Euros.

Additionally, as of 30 June 2014 and 31 December 2013 there were no entities holding a share in the subscribed capital of, at least, 20%.

#### 10. BANK LOANS AND OTHER LOANS

As of 30 June 2014 and 31 December 2013, the captions "Bank loans" and "Other loans" can be detailed as follows:

|                    | 30.06.2014 |             | 31.12.2013 |             |
|--------------------|------------|-------------|------------|-------------|
|                    | Current    | Non current | Current    | Non current |
| Bank loans         | 3,391,494  | 43,444,661  | 4,292,109  | 46,930,414  |
| Bank loans         | 3,391,494  | 43,444,661  | 4,292,109  | 46,930,414  |
| Commercial paper   | 15,250,000 | -           | 15,250,000 | -           |
| Current account    | 11,250,000 | -           | 10,900,000 | -           |
| Bank overdrafts    | 5,148,305  | -           | 3,033,854  | -           |
| Factoring          | 1,720,308  | -           | 1,405,885  | -           |
| Financial Leasings | 83,500     | 129,372     | 83,500     | 180,074     |
| Other loans        | 33,452,113 | 129,372     | 30,673,239 | 180,074     |
|                    | 36,843,607 | 43,574,033  | 34,965,347 | 47,110,488  |

As of 30 June 2014 and 31 December 2013 there were no differences between the book value and nominal value of the loans obtained.

During the six months period ended as of 30 June 2014 these loans bear interest related costs at normal market rates depending on the nature and term of the credit obtained.

During the six months period ended as of 30 June 2014 and the year ended as of 31 December 2013 the Group did not enter into any loan default.

Additionally, as of 30 June 2014 there are no "covenants" associated to the disclosed loans.

#### 11. MOVEMENT IN PROVISIONS AND IMPAIRMENT LOSSES

The movements occurred in provisions and impairment losses for the six months periods ended as of 30 June 2014 and 2013 may be detailed as follows:

|                         |            | 30.06.2014                                  |                                     |                                     |            |  |
|-------------------------|------------|---------------------------------------------|-------------------------------------|-------------------------------------|------------|--|
|                         | Provisions | Impairment losses in<br>accounts receivable | Impairment losses in<br>investments | Impairment losses in<br>inventories | Total      |  |
| Opening balance         | 1,107,580  | 24,654,499                                  | 3,275,324                           | 296,835                             | 29,334,237 |  |
| Exchange rate variation | 661        | -                                           | -                                   | -                                   | 661        |  |
| Increases               | 71,551     | 259,620                                     | 250,000                             | -                                   | 581,171    |  |
| Reversals               | -          | -                                           | -                                   | (1,502)                             | (1,502)    |  |
| Utilizations            | (147,872)  | -                                           | -                                   | -                                   | (147,872)  |  |
| Closing balance         | 1,031,920  | 24,914,119                                  | 3,525,324                           | 295,333                             | 29,766,696 |  |

#### NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

#### AS OF 30 JUNE 2014

## (TRANSLATION OF NOTES ORIGINALLY ISSUED IN PORTUGUESE – NOTE 18)

(Amounts expressed in Euro)

|                         |            | 30.06.2013                                  |                                     |                                     |            |  |  |
|-------------------------|------------|---------------------------------------------|-------------------------------------|-------------------------------------|------------|--|--|
|                         | Provisions | Impairment losses in<br>accounts receivable | Impairment losses in<br>investments | Impairment losses in<br>inventories | Total      |  |  |
| Opening balance         | 1,075,249  | 24,877,961                                  | 1,786,371                           | 306,557                             | 28,046,138 |  |  |
| Exchange rate variation | (1,957)    | -                                           | -                                   | -                                   | (1,957)    |  |  |
| Increases               | 45,426     | 624,592                                     | -                                   | -                                   | 670,018    |  |  |
| Utilizations            | -          | -                                           | -                                   | -                                   | -          |  |  |
| Closing balance         | 1,118,718  | 25,502,553                                  | 1,786,371                           | 306,557                             | 28,714,199 |  |  |

The increases and reversals recorded in provisions and impairment losses for the six months periods ended as of 30 June 2014 and 2013 were recorded in the profit and loss statement caption "Provisions and impairment losses".

The amount recorded in the caption "Provisions" as of 30 June 2014 relates to the Board of Directors' best estimate to cover possible losses arising from legal actions in progress and other liabilities.

#### 12. DERIVATIVE FINANCIAL INVESTMENTS

In order to reduce the exposure to interest rate volatility, the Group has engaged in interest rate swap contracts. These contracts were evaluated in accordance with its fair value as of the statement of financial position date, being the corresponding amount recognized in the caption "Derivatives".

Derivative financial instruments recorded in the financial statements as of 31 December 2013 correspond to interest rate swaps, related with the loans to finance the Group. The Board of Directors believes that these derivatives do not fully comply with the requirements set by IAS 39 – Financial Instruments: Recognition and Measurement, to qualify as hedge instruments, and, as such, the changes in fair value of these derivatives have been recorded in the income statement for the year.

The movement during the six months period ended as of 30 June 2014 and the year ended as of 31 December 2013 can be presented as follows:

|                         | 30.06.2014 | 31.12.2013 |
|-------------------------|------------|------------|
| Opening balance         | -          | (34,873)   |
| Increases / (decreases) | -          | 34,873     |
| Closing balance         | -          | -          |

#### 13. FINANCIAL RESULTS

The consolidated financial results for the six months periods ended as of 30 June 2014 and 2013 can be detailed as follows:

|                          | 30.06.2014  | 30.06.2013  |
|--------------------------|-------------|-------------|
| Financial expenses:      |             |             |
| Interest                 | (1,526,915) | (1,620,935) |
| Other financial expenses | (361,279)   | (362,597)   |
|                          | (1,888,194) | (1,983,532) |
| Financial income:        |             |             |
| Interest                 | 2,426       | 12,235      |
| Other financial income   | 7,492       | -           |
|                          | 9,918       | 12,235      |

#### NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AS OF 30 JUNE 2014

## (TRANSLATION OF NOTES ORIGINALLY ISSUED IN PORTUGUESE – NOTE 18)

(Amounts expressed in Euro)

The interests paid and recognised in the profit and loss statement for the six months periods ended as of 30 June 2014 and 2013 are totally related with loans obtained.

Likewise, the interest income recorded in the financial statements for the six months periods ended as of 30 June 2014 and 2013 results mainly from investments made during the year.

#### 14. EARNINGS PER SHARE

Earnings per share for the six months periods ended as of 30 June 2014 and 2013 were determined taking into consideration the following amounts:

|                                                                                            | 30.06.2014 | 30.06.2013 |
|--------------------------------------------------------------------------------------------|------------|------------|
| Net profit considered for the computation of basic and diluted earnings                    | 3,446,754  | 2,974,557  |
| Number of shares                                                                           | 25,641,459 | 25,641,459 |
| Number of ow n shares                                                                      | 2,564,145  | 2,564,145  |
| Weighted average number of shares used to compute the basic and diluted earnings per share | 23,077,314 | 23,077,314 |
| Earnings per share                                                                         |            |            |
| Basic                                                                                      | 0.15       | 0.13       |
| Diluted                                                                                    | 0.15       | 0.13       |

#### 15. RELATED PARTIES

The main balances with related parties as of 30 June 2014 and 2013 are with Altri Group and may be detailed as follows:

|                 | 30.06.2014 |            |            |  |
|-----------------|------------|------------|------------|--|
|                 | Accounts   | Accounts   | Receivable |  |
| Related parties | Receivable | Payable    | Rents      |  |
|                 |            |            |            |  |
| Altri Group     | -          | -          | 3,078,000  |  |
|                 |            |            |            |  |
|                 |            | 30.06.2013 |            |  |
|                 | Accounts   | Accounts   | Receivable |  |
| Related parties | Receivable | Payable    | Rents      |  |
| Altri Group     | -          | -          | 3,004,998  |  |

Apart from the companies included in the consolidation (Note 4), the companies considered to be related parties as of 30 June 2014, can be presented as follows:

Cofihold, SGPS, S.A. Alteria, SGPS, S.A. Caderno Azul, SGPS, S.A. Actium Capital, SGPS, S.A. Elege Valor, SGPS, S.A. Livre Fluxo, SGPS, S.A. Malva – Gestão Imobiliária, S.A. Préstimo – Prestígio Imobiliário, S.A. Sociedade Imobiliária Porto Seguro – Investimentos Imobiliários, S.A. Torres da Luz – Investimentos imobiliários, S.A. Valor Autêntico, SGPS, S.A. Promendo, SGPS, S.A. Jardins de França S.A. Destak Brasil Editora S.A. Altri - Energias Renováveis, SGPS, S.A. Altri Florestal, S.A. Altri Sales, S.A.

#### NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AS OF 30 JUNE 2014

## (TRANSLATION OF NOTES ORIGINALLY ISSUED IN PORTUGUESE – NOTE 18)

(Amounts expressed in Euro)

Altri, Participaciones Y Trading, S.L. Altri, SGPS, S.A. Caima Energia – Empresa de Gestão e Exploração de Energia, S.A. Caima Indústria de Celulose, S.A. Captaraiz Unipessoal, Lda. Celbi – Celulose da Beira Industrial, S.A. Celbinave – Tráfego e Estiva SGPS, Unipessoal, Lda. Celtejo – Empresa de Celulose do Tejo, S.A. Celulose do Caima, SGPS, S.A. Inflora – Sociedade de Investimentos Florestais, S.A. Invescaima – Investimentos e Participações, SGPS, S.A. Pedro Frutícola, Sociedade Frutícola, S.A. Viveiros do Furadouro Unipessoal, Lda. AdCom Media Anúncios e Publicidade, S.A. Cofina – Eventos e Comunicação, S.A. Cofina Media, SGPS, S.A. Cofina, SGPS, S.A. Destak Brasil – Empreendimentos e Participações, S.A. Edirevistas – Sociedade Editorial, S.A. Edisport – Sociedade de Publicações, S.A. Efe Erre – Participações, SGPS, S.A. Grafedisport – Impressão e Artes Gráficas, S.A. Mediafin, SGPS, S.A. Mercados Globais – Publicação de Conteúdos, Lda. Metronews – Publicações, S.A. Presselivre – Imprensa Livre, S.A. Transjornal – Edição de Publicações, S.A. VASP – Sociedade de Transportes e Distribuições, Lda. Web Works – Desenvolvimento de Aplicações para Internet, S.A. Base Holding SGPS, S.A. Consumo em Verde – Biotecnologia das Plantas, S.A. Converde S.A.

#### 16. SEGMENT INFORMATION

In accordance with the origin and nature of the income generated by the Group, the main segments identified are as follows:

- Industry includes the commercialization of steel and storage systems, as well as support services (being the latest a residual activity);
- Real estate includes the assets and activities related to the Group's real estate activity.

The segregation of activities by segments as of 30 June 2014 and 2013 is made up as follows:

|                                                    | 30.06.2014 |             | 30.06.2013 |             |
|----------------------------------------------------|------------|-------------|------------|-------------|
|                                                    | Industry   | Real estate | Industry   | Real estate |
| Net operating income                               |            |             |            |             |
| Resulting from operations w ith external customers | 56,335,769 | 3,115,546   | 47,240,054 | 3,040,471   |
| Resulting from operations w ith other segments     | 4,176      | 647,328     | 4,176      | 625,440     |
| Operating Cash-flow (a)                            | 5,222,101  | 2,489,655   | 4,346,493  | 2,495,599   |
| Amortisation and depreciation                      | 624,307    | 177,414     | 391,869    | 229,560     |
| Operating profit                                   | 4,597,793  | 2,312,241   | 3,954,624  | 2,266,039   |
| Total assets                                       | 89,981,110 | 92,661,150  | 74,027,269 | 93,697,024  |
| Total liabilities                                  | 46,869,263 | 78,359,219  | 33,059,141 | 81,264,881  |
| Investment of the period (b)                       | 1,293,890  | -           | 3,593,478  | 153,197     |

(a) Earnings before interests, taxes, depreciation and amortisation

(b) - Tangible assets, intangible assets and investments additions

F. RAMADA INVESTIMENTOS, SGPS, S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2014 (TRANSLATION OF NOTES ORIGINALLY ISSUED IN PORTUGUESE – NOTE 18) (Amounts expressed in Euro)

#### 17. FINANCIAL STATEMENTS APPROVAL

The financial statements were approved by the Board of Directors and authorized for issuance in 30 July 2014.

#### 18. EXPLANATION ADDED FOR TRANSLATION

These consolidated financial statements are a translation of financial statements originally issued in Portuguese in accordance with International Financial Reporting Standards (IFRS/IAS), some of which may not conform or be required by generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.

The Chartered Accountant The Board of Directors

João Manuel Matos Borges de Oliveira – President

Paulo Jorge dos Santos Fernandes

Pedro Macedo Pinto de Mendonça

Domingos José Vieira de Matos

Pedro Miguel Matos Borges de Oliveira

Ana Rebelo de Carvalho Menéres de Mendonça